SEPARATION AGREEMENT

This SEPARATION AGREEMENT (the “Agreement”) is entered into as of the date signed by the second party hereto between Robert M. Amen (the “Employee”), and International Flavors & Fragrances Inc., a New York corporation (the “Company”).

WHEREAS , the Employee was employed by the Company as Chief Executive Officer and served as the Company’s Chairman of the Board of Directors; and

WHEREAS , the Employee’s employment with the Company and service as a director terminated on September 30, 2009 (the “Separation Date”);

NOW, THEREFORE , in consideration of the mutual promises contained in this Agreement, the Employee and the Company agree as follows:

1.   Termination of Employment Relationship; Resignation of Officerships and Directorships .  On the Separation Date the Employee’s employment with the Company and all of its affiliates terminated, and the Employee resigned from his service as Chairman of the Board of the Company and as a director of the Company and all of its affiliates.

2.   Consideration to the Employee .  The Company shall make the following payments and provide the following additional benefits and consideration to the Employee, subject to the Employee complying with Sections 3, 4, 6 and 7 hereof:

(a)   Salary through the Separation Date .  Through and including the Separation Date, the Employee was paid his current base salary of $41,666.67 per semi-monthly pay period ($1,000,000 per year).

(b)   Incentive Compensation .  The Employee shall be entitled to his annual incentive compensation award in respect of 2009 under the Company’s Annual Incentive Plan (“AIP”), subject to achievement of the applicable performance objectives; provided, however, the 2009 AIP award shall be determined for the Employee as a percentage of his 2009 AIP target on the same basis as if he had been employed during all of 2009 (and without the Board exercising any negative discretion with respect to his award), and his 2009 AIP award shall be prorated to reflect the time that the Employee served in 2009 through the Separation Date (i.e., 75% of the 2009 AIP award).  Any earned 2009 AIP award shall be paid to the Employee in 2010 at the same time as incentive compensation awards under the AIP are paid to employees of the Company generally.  The Employee shall also be entitled to receive, subject to achievement of the applicable performance objectives, a percentage of his awards under the Company’s Long-Term Incentive Plan (“LTIP”) in accordance with the following chart:

Any earned 2007–2009, 2008–2010 and 2009–2011 performance cycle awards under the LTIP shall be paid to the Employee in 2010, 2011 and 2012, respectively, at the same times as awards under such cycles of the LTIP are paid to other participants in such LTIP cycles.  The Employee shall not be entitled to any other incentive compensation, whether under the AIP, LTIP or any other plans or programs, in respect of any other year.

(c)   Severance Payments .  The “Severance Period” shall be October 1, 2009 through and including September 30, 2011.  The Employee shall receive semi-monthly severance payments (“Severance Payments”) over the Severance Period, except as set forth below, of $83,331.67, which is equal to the sum of (i) his current semi-monthly base salary of $41,666.67 and (ii) $41,665.00, which is an amount equal to one-twenty-fourth (1/24th) of his 2006, 2007, and 2008 AIP averaged over the period of time between July 1, 2006 through December 31, 2008.  As a result, the Employee’s Severance Payments over the 24-month period shall aggregate to $3,999,920.  Severance Payments shall be made semi-monthly at the same times as compensation is paid to exempt United States employees of the Company.  Payments shall commence at the beginning of the 7 ^th month after the Separation Date (April 1, 2010), and the first payment due shall be equal to $999,980 (representing 6 months of severance payments at $166,663.34 per month).  Thereafter, payments shall be made semi-monthly.

(d)   Unused Vacation .  The Company shall pay the Employee promptly after execution of this Agreement an amount equal to 5 days of accrued but unused vacation as of the Separation Date.

(e)   Equity Compensation .  The exercisability, lapsing and forfeiture of the Employee’s purchased restricted stock (“PRS”) and stock settled appreciation rights (“SSARs”)

shall be governed by the provisions of various equity award agreements between the Employee and the Company except as otherwise provided in this Section 2(e).  With respect to equity granted under the Equity Choice Program in 2007 and 2008, these PRS and SSARs shall become vested on a pro-rated basis for days worked during the particular vesting period, that being the three years ended May 8, 2010 and May 6, 2011, respectively.  Specifically, PRS granted in 2007 shall vest pro-rated at 80.1%, and SSARs granted in 2008 shall vest pro-rated at 46.8%.

(f)   Other Benefits .  Subject to the Employee’s continued co-payment of premiums, the Employee and eligible dependents shall continue to participate for the Severance Period in all welfare benefit plans under which the Employee (and eligible dependents) participated immediately prior to the Separation Date upon the same terms and conditions (except for the requirements of continued employment) in effect for active employees of the Company; provided that if such benefits are not available to former employees of the Company, the Employee shall receive the value thereof.  Notwithstanding the foregoing, in the event the Employee obtains other employment that offers comparable benefits as to any particular Company welfare plan, the coverage by the Company for such welfare plan under this subsection shall be reduced by such comparable subsequent employer benefits.  The continuation of health benefits under this Section 2(f) shall reduce and count against the Employee’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”).  For the purpose of this Agreement, “Employment” shall mean the Employee’s substantially full-time participation for monetary compensation as an officer, employee, partner, principal or individual proprietor in any entity or business.

(g)   Financial Planning / Advice .  Until the expiration of the Severance Period, the Company shall reimburse the Employee up to a maximum of $50,000 for financial, tax and estate planning advice.  Reimbursement requests must include appropriate receipts from an appropriate advisor and shall be sent to the Company’s Senior Vice President, Human Resources.

(h)   Outplacement .  The Company shall arrange for the Employee to have the outplacement services of a firm selected by the Company and shall pay all fees associated therewith.  The Company agrees to cause such outplacement services to be continued until the earlier of the expiration of the Severance Period or the date on which the Employee accepts Employment.  Alternatively, the Employee may select an outplacement service provider of his choosing and the Company will reimburse such fees for outplacement services up to a maximum amount of $40,000.  Reimbursement requests shall be handled as above.

(i)   Legal Fees .  The Company shall reimbursement the Employee up a maximum of $10,000 for legal fees incurred in negotiation and preparation of this Agreement.

(j)   Retirement Plans .  The Employee’s benefits and rights under the Company’s Retirement Investment Fund Plan (401(k) plan) and Deferred Compensation Plan shall be determined under the applicable provisions of such plans.

3.   Conditions .  Any payments or benefits made or provided pursuant to Section 2 (other than Accrued Amounts) are subject to the Employee’s:

(a)   compliance with the restrictive covenant provisions of Section 4 hereof;

(b)   delivery to the Company of an executed General Release (the “ General Release”), which shall be substantially in the form attached hereto as Attachment B (with such changes therein or additions thereto as needed under then applicable law to give effect to its intent and purpose) within twenty-one (21) days of presentation thereof by the Company to the Employee; and

(c)   delivery to the Company of a resignation from all offices, directorships and fiduciary positions with the Company, its affiliates and employee benefit plans.

4.   Restrictive Covenants

(a)   Non-Competition .  During the Non-Competition Period (defined below), the Employee shall not, acting alone or with others, directly or indirectly, either as employee, employer, consultant, advisor, or director, or as an owner, investor, partner, or shareholder unless the Employee’s interest is insubstantial, engage in or become associated with a “Competitive Activity.”  For this purpose, (A) the “Non-Competition Period” means the period of time during which the Employee is employed by the Company and the two-year period following the Employee’s Separation Date; and (B) the term “Competitive Activity” means any business or other endeavor that engages in a line of business in any geographic location that is substantially the same as either (1) any line of operating business which the Company or a subsidiary engages in, conducts, or, to the Employee’s knowledge, has definitive plans to engage in or conduct, or (2) any operating business that has been engaged in or conducted by the Company or a subsidiary and as to which, to the Employee’s knowledge, the Company or subsidiary has covenanted in writing, in connection with the disposition of such business, not to compete therewith.  The Compensation Committee of the Board of Directors (the “Committee”) shall, in the reasonable exercise of its discretion, determine which lines of business the Company and its subsidiaries conduct as of the Employee’s termination date and which third parties may reasonably be deemed to be in competition with the Company and its subsidiaries.  For purposes of this Section 4(a), the Employee’s interest as a shareholder is insubstantial if it represents beneficial ownership of less than five (5%) percent of the outstanding stock, and the Employee’s interest as an owner, investor, or partner is insubstantial if it represents ownership, as determined by the Committee in its discretion, of less than five (5%) percent of the outstanding equity of the entity.

(b)   Non-Solicitation .  During the Non-Competition Period, the Employee, acting alone or with others, directly or indirectly, shall not (A) induce any customer or supplier of the Company or a subsidiary or affiliate, or other company with which the Company or a subsidiary or affiliate has a business relationship, to curtail, cancel, not renew, or not continue his or her or its business with the Company or any subsidiary or affiliate; or (B) induce, or attempt to influence, any employee of or service provider to the Company or a subsidiary or affiliate to terminate such employment or service.

(c)   Confidentiality .&